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TSB Banking Group Plc - takeover - 980 - compulsory acquisition

Further to our previous announcement, please be advised the offer has now been declared compulsory.

This corporate action is a Takeover.

A takeover occurs when one company (usually a larger company, known as the Bidding company) attempts to take control over another company (usually a smaller company, known as the Target company).

Within this corporate action you have a series of options of which one is a default. If you wish to select the default you do not need to reply.

Please note we must be in receipt of your instruction by 14 August 2015 should you wish to select an option other than the default.

If you would like further information about the terminology used in this notification, please visit our Ask A Question site

EVENT TERMS:

The Boards of Directors of Banco De Sabadell S.A. and TSB Banking Group PLC have announced that they have reached agreement on the terms of a recommended cash offer for TSB by Sabadell pursuant to which Sabadell will acquire the entire issued and to be issued share capital of TSB

Holders are entitled under Section 986 of the Companies Act to make an application to the Court within the 6 week period either that their shares should not be acquired or that their shares should be acquired on different terms to those available under the Offer.

EVENT OPTIONS:

Default Option - Cash

If you wish to receive this option there is no need to respond to this letter as we will accept the cash on your behalf.

However, if you are contemplating applying to the courts please advise us by 14 August 2015 by contacting us on 0800 901 2911* or local dial number 0141 352 3971* and quote our corporate action reference 201500970.

Please note if you have already responded to our most recent event with event reference 201500950 accepting the offer, you do not need to take any further action.

ADDITIONAL INFORMATION

Cancellation of admission to listing and trading is expected to take effect on or around 28 July 2015.

The offer is conditional upon, amongst other things:

Valid acceptances being received in respect of TSB shares which, together with all other TSB shares acquired by Sabadell (whether pursuant to the offer of otherwise) constitute not less than 75% in nominal value of the TSB shares and represent not less than 75% of the voting rights carried by the TSB shares.

The Prudential Regulation Authority consenting to the acquisition by Sabadell of control of TSB and Anti Trust clearance from the European Commission.

BONUS SHARE SCHEME: At the time of the IPO of TSB in June 2014, Lloyds implemented a bonusshare scheme pursuant to which retail investors acquiring shares in TSB through the IPO and holding those shares for 12 months thereafter would, subject to certain conditions and limits, be entitled to receive a number of free and full-paid up additional shares (Lloyds Bonus Shares) from Lloyds following that 12-month period (which expires on 25 June 2015). The terms of the scheme contemplate the scenario where a change of control of TSB occurs before the entitlement to the Lloyds Bonus Shares crystallises and provides that in such circumstances Lloyds would make arrangements to compensate investors.

Accordingly, if the Offer is declared wholly unconditional before 25 June 2015, Lloyds will make arrangements to pay, to any investors who would have been entitled to receive such Lloyds Bonus Shares under the terms of the scheme, the cash value of those Lloyds Bonus Shares (at the offer price to be paid by Sabadell). In addition, if the Offer period extends beyond 25 June 2015 (whether or not the Offer is subsequently declared wholly unconditional or lapses), Lloyds intends to extend the compensation arrangements described above such that, in those circumstances, it will make arrangements to pay, to any investors who are entitled to receive Lloyds Bonus Shares under the terms of the scheme, the cash value of those bonus shares (again at the offer price to be paid by Sabadell). The Board of TSB has discussed these arrangements with Lloyds and is fully supportive of the arrangements that have been made.

We will aim to update your account within five business days of receiving the proceeds.

Overseas residents should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the offer.

By accepting the offer, you will be representing to us that local laws and regulatory requirements have been complied with, including the obtaining of any governmental, exchange control and other consents that may be required and the payment of any issue, transfer or other taxes or duties due in that jurisdiction.

Please note that this page does not constitute investment or tax advice. If you are unsure of what option to take, or if you are in any doubt as to your tax position, please contact your financial advisor.

IF YOU ARE AN ISA OR SIPP CLIENT YOUR OPTIONS MAY DIFFER.

*Calls to 0808 numbers are free if made from a UK landline. Call costs to 0141 numbers may vary – please check with your telecoms provider. Calls may be recorded so that we can monitor the quality of our service and for security purposes. Our opening hours are 7.30am-7pm Monday to Thursday, 7.30am-6pm on Friday (excluding bank holidays) and 9.30am-12.30pm on Saturday.

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